Spreading the Infection
by OrionSTARB0Y
Summary: Branching off from my previous fan-fiction, "The Kingdom", Spidey and Black Cat manage to defeat S.H.I.E.L.D. and escape the confines of Manhattan. Now they race to spread the influence of their symbiote Kingdom against an old foe and his new army!
1. Chapter 1

Spreading the Infection

A Fan-Fiction epilogue based on the game _Spider-Man: Web of Shadows_

Story by Orion Petitclerc

Introduction

During another battle between Spider-Man and his greatest nemesis, Venom's symbiote had divided itself and bonded with Spidey once more, and from that point on nothing was the same. Venom learned how to harness the ability of copying his symbiote, and soon Manhattan was overrun by a symbiote invasion. S.H.I.E.L.D., lead by Black Widow, quickly quarantined the island and began their task of taking back New York City from the bestial invaders. Spidey and a few other concerned heroes assisted S.H.I.E.L.D. in their mission, but in the end the darkness took control and Spider-Man destroyed the device that would have changed the tide of the war and became the ruler of his own KINGDOM of symbiotes alongside the beautiful-but-deadly Black Cat.

Desperate to regain control of the situation, Black Widow hired the symbiote-controlled Wolverine to hunt down and apprehend the rogue Spider-Man, only to prove that the symbiotes do not take orders very well. Nick Fury and part of the Avengers team arrived on scene with a strange twist of fate: the thought-to-be-dead Eddie Brock survived the fierce battle with Spider-Man aboard the now-decimated S.H.I.E.L.D. helicarrier, and he's interested in stopping what he had started. With the help of the mysterious Mr. Li, Brock was reborn as the Anti-Venom, but at the cost of the Venom symbiote escaping before it could be destroyed.

The heroic symbiote Toxin joins forces with S.H.I.E.L.D. and together with Anti-Venom venture out into the infested island to plant and activate a new-and-improved sonic resonator to end the invasion, unaware that even darker events are in motion above their heads…

Chapter 1

A Fork in the Road

The team reached the building and began its ascent up the endless flights of stairs. After several minutes, the team finally reached the roof of the Empire State building. Eddie looked to the resonator carriers, "Give me the resonator. I shall deploy it at the very top." The carriers handed the resonator to him, and after a brief instruction Eddie zipped to the top of the antenna. He secured the resonator, but before her could punch in the command codes, Eddie was yanked away from his position.

"Eddie, you were always such a pain in the ass," Spider-Man sneered. "Moon Knight, break their new toy."

Moon Knight pounced from the side of the skyscraper, tentacle-zipped to the resonator and pierced it with two crescent boomerangs.

"Parker, what have you done? You can't allow the symbiotes to win," said Eddie.

"Parker no longer has a say in this," hissed Spidey in that disturbing tone again. "We shall take this world as our own, and I shall be king."

"The symbiote has taken control over you, as it did me, Parker. You can't allow it to devour you," said Eddie. "I can't believe I'm going to admit it, but you are a hero! Don't fall into the darkness!"

Spidey threw himself at Anti-Venom, his clawed hands extended. Toxin and Moon Knight grappled each other, and the soldiers scrambled up to the resonator to assess it. Spidey and Anti-Venom tumbled down from the skyscraper, narrowly missing a sudden death by using their tentacles to grip to the building. Both slammed to the ground, cracking the pavement. Moon Knight and Toxin followed, and all rose and began their fierce battle.

Anti-Venom beat Spidey a hundred feet or more across the street, giving him and Toxin enough time to hold Moon Knight down as Anti-Venom burned away his symbiote. Immediately after Moon Knight was complete, Spidey swung and kicked both Toxin and Anti-Venom into the window of the Empire State Building. Spidey grabbed Toxin from the rubble and threw him out to the other side of the street into another building. Then he bent over and attempted to grab Anti-Venom by the throat, but recoiled and yelled in pain and the symbiote boiled away from his hand.

Anti-Venom stood and walked towards Spidey, making him retreat from the building. "You can't touch me without your symbiote burning to death. Do you not see? The symbiotes are an infection, and I am the cure," laughed Eddie, "I am the Anti-Venom!"

"Impressive, Brock, very impressive. However, even with your new power you are no match against my army," laughed Spidey. Not a moment later, innumerable amounts of symbiotes revealed themselves from the surrounding buildings. Among their ranks, Eddie vaguely recognized a few familiar faces: the Rhino, Vulture, Electro, Ms. Marvel, and leading them all Spidey's queen, Black Cat. "You see, we expected S.H.I.E.L.D. to attempt another sonic-bomb stunt, so I stationed strike forces in several key positions around Manhattan and waited for you to spring the trap. You and your new pals all fell for it!"

All the symbiotes rushed the small group of rebels at once, immediately overpowering the soldiers. Rhino and Vulture subdued Toxin within a matter of seconds while Ms. Marvel, Electro, Black Cat, and Spidey all focused on Anti-Venom. Eddie knew he was outnumbered and that he couldn't kill all the symbiotes at once, but he knew he couldn't go down without a fight. After several exchanging of blows with all the turned supers, Eddie retreated.

"You see, I've known it all along! Eddie Brock is nothing but a coward, a broken little man," Spidey laughed. "Turn the soldiers, but don't kill Toxin: we shall turn him as well, in due time."

"Yes, my lord," hissed Moon Knight.

"Now, about that helicarrier—," said Spidey before he was interrupted by a sonic boom from a large fireball that passed over them. A moment later, it impacted the ground near the S.H.I.E.L.D. helicarrier, shaking the island and collapsing a couple of buildings.

"What in the blazes was that?" asked Vulture.

"I don't know, but you better make sure it's mine before anyone else gets it," said Spider-Man. The subjects scrambled towards the crash site, screeching and hissing as Black Cat and Spidey tentacle-zipped in front of them.

"What do you think, lover?" asked Felicia.

"I'm unsure, but I have a bad feeling that that lunatic Shriek may have gone and doomed us all," Spidey said darkly.


	2. Chapter 2

Chapter 2

Factions

Black Widow cough and sputtered as she lifted herself from the debris that landed on top of her after being blown back by the concussion of whatever hit the ground. Dust and smoke filled the air alongside the screams of the injured and the barks of the soldiers giving orders. Visibility was zilch.

"Thor, could you please do something about the dust?" she said into her earpiece. The Thunder God's response did not need any further amplification.

"Indeed, I can!" Thor boomed. A strong outward wind from the spinning Mjolnir blew away the dust and smoke, revealing many wounded, dead, and frantic S.H.I.E.L.D. soldiers, destroyed building faces, and a large crater in the middle of the street.

Before Black Widow could issue orders, a large crack reverberated off the surrounding buildings from the meteorite in the crater. All the able soldiers and heroes rushed to the edge of the crater, weapons loaded and powers charging. The meteorite fell apart into several large fragments, creating red-hot, rocky flower pedals around the deadly figure that stood at the center. Tendrils that seemed to hold the meteorite together now retracted to crouched being, who slowly stood up and stretched his body out, jaw agape with jagged teeth.

"Ah, New York, New York! That beautiful aroma of alleyway death, political corruption, and stale piss," cackled the villain, "Hello, kids! Uncle Carnage is home!"

Knowing full well who stood before her, Black Widow did not hesitate in saying, "Open fire! Kill him now!" But as she feared, Carnage was much faster than the trigger fingers of her soldiers. He quickly pulled the meteorite fragments in front of him and his unconscious bride that lay at his feet, Shriek. The bullets pinged off the rock and metal.

"The typical New Yorker 'Welcome Back!' Gee, I guess nothing really _has _changed, has it, my love?" Carnage thrust the fragments towards the heroes and soldiers, buying him time to pull the remaining fragments over Shriek as a shield. "Hold tight, darling. Your hubby's got some unfinished business to tend to, if you know what I mean," he laughed.

"I got him," said Iron Man as he charged his unibeam.

"No, no, no," Carnage mocked. Entangling Iron Man with several tentacles, Carnage pulled him to the ground, slamming him against the pavement. "Little crippled boys do not get to play with big, dangerous weapons!" Carnage then swung Iron Man into buildings and back down onto the pavement with a crushing force. Not yet satisfied with the brutality, Carnage tentacle-zipped over to a lamppost, plucked it from the ground as if it were a weed, and proceeded to bat it against the fallen Iron Man.

"I won't be happy until I've broken all your tiny, frail bones, so stop squirming, playboy!" Tony knew the armor could not withstand the brutal beating, so he charged his unibeam one last time. Then suddenly a sharp pain surged throughout his body. The large, jagged lamppost pierced through the unibeam, through Tony, and out the other side. The combination of the unearthly pain and the post firmly planted into the ground impeded Tony from moving and speaking. Black Widow and all the soldiers and heroes gasped, horrified.

"Stick around, Tin Man!" cackled Carnage. He turned and pointed his claw at Thor. "You're next, blondie!"

"Carnage! I knew I recognized that cackle." All heads turned up towards the top of a five story building. There stood the fearsome visage of Spider-Man and Black Cat, looking down upon the squabble. "So Shriek actually did something _remotely_ miraculous. Figured her to be just another crazy wench."

"Spider-Man! You're on my list, next to Venom and Sentry! What luck you're here, too! That means I can kill you and be done with it," Carnage cackled.

Black Widow cursed in Russian. "First Carnage and now Spider-Man and his symbiote army? There's no chance at winning," she said to herself. Black Widow spoke into her earpiece, "Brock, Toxin! What's the status on the sonic resonator? Come in!"

"Brock and Toxin no longer have a part in this battle, Widow," Spider-Man said triumphantly. "You're all alone now. Surrender and serve _me_!"

Black Widow cursed much louder. Hesitating to wonder if her next choice would be logical, she spoke back into her earpiece. "Attention communications officer. Requesting Operation Hammer Fall to be executed, permission code 84JR92-001."

"Operation Hammer Fall execution granted. Permission code received, retrieving codes from database, stand-by for one-hundred and twenty seconds," responded the communications officer.

"That officer must be stationed onboard the helicarrier! Whatever Hammer Fall is, I'm not pleased with it. Vulture, destroy that helicarrier," commanded Spidey. Vulture and more than a hundred of his Vulturling symbiotes flew screeching from behind the buildings towards the helicarrier stationed above the battle. "As for the rest of you, turn the rest of these rebels."

A large swarm of symbiotes descended the rooftops surrounding the soldiers and Carnage. Carnage slashed and pummeled the oncoming hordes, seemingly amazed.

"Wow, I've never seen so many symbiotes in my whole life! Kudos, Spidey: you have made yourself quite the army. I recognize that you prevail in numbers, so I think wifey and I shall retreat for now," said Carnage as he retrieved the limp body of Shriek from under the shield and proceeded to tentacle-zip away from the battle. "Until next time, ol' pal!"

"What are we going to do about him, my love," asked Black Cat.

"Leave him for now, there shall be another day. At the moment let's focus on adding these rebels to our Kingdom, shall we?" Spidey and Black Cat looked down upon the battle below. The soldiers have all but been drowned by the masses; Black Widow fired one more shot into a symbiote before succumbing to the overwhelming force. Thor fought valiantly, but it only took a few moments before he fell, too.

As the battle subsided, and as the helicarrier fell as it attempted to retreat, Spider-Man and his Queen descended the rooftop towards the impaled Iron Man. Spidey crouched low to the ground and removed Tony's helmet. Tony sputtered blood, his face pale as snow.

"I have decided that you are too valuable an asset to let wither, Tony," said Spidey. "You shall die a broken man, and be reborn as a symbiote noble!" Tony tried to protest, but only blood escaped his mouth. "I'm sorry, but this is not a choice for you to make."

Spider-Man clutched Tony's throat with his clawed hand, choking him while transferring a copy of his symbiote onto him. Before Tony's air supply was depleted, Spidey released him. The symbiote overtook him and his armor. With newfound strength, Iron Man pulled the lamppost from his chest and stood, examining the hole that was already being closed by the symbiote.

"The power…it feels—."

"—Good? I know," Spidey said as he finished Iron Man's sentence. "Who do you serve?"

Thor and Black Widow, overtaken by their own symbiotes, stood and all three heroes kneeled simultaneously, responding in sync, "You, my liege."

***

"That was an interesting trick," said Carnage as he watched Spider-Man transfer a symbiote copy to Iron Man from behind a building. He turned to Shriek, who laid unconscious, "Anything you can do—."

Carnage placed his claws on Shriek and roughly created a copy of his symbiote and transferred it to her. The symbiote wrapped around Shriek and she awoke, gasping for breath.

"—I can do better!"


	3. Chapter 3

Chapter 3

Outbreak

Nick Fury looked at the updated mission report, his patience thinning every passing moment. He didn't expect this report to reveal the destruction of the helicarrier over Manhattan. Fury gritted his teeth.

"Comm. officer, get me Black Widow, stat," he yelled. The officer scrambled at his station, praying that the news he delivers to his superior won't jeopardize his job, or his well being.

"Agent Black Widow, this is Command Center Viper requesting status report. Please respond," he said as calmly as he could. There was nothing but white noise for about thirty seconds. "Agent Black Widow, this is Command Center Viper requesting status report. _Please respond._"

After about ten seconds of white noise, the radio clicked and the din of a firefight overtook the speakers. A moment after Black Widow's voice pierced the noise, "This is Black Widow, Viper. Hostile forces are overwhelming and we have lost contact with the resonator team! Requesting immediate extraction!"

The comm. officer turned to Fury, awaiting orders. Fury picked up a phone linked to the comm. station, "Natasha, this is Fury. I need a confirmation: is the mission a success? Is the resonator stationed?"

"Negative, Colonel Fury. There is no confirmation of a mission success. It is safe to assume that the mission was a failure!"

Fury rubbed his fingers between his eyes. "Officer, bring our team home."

"Agent Black Widow, this is Viper. Evac is dusting off and en route. Stand-by," announced the officer as he typed in the orders to the available dropship.

"Message received. Marking pick-up zone with red smoke, over."

"Over, Black Widow. Viper out."

***

Black Widow crushed the earpiece with her clawed hand, giving Spider-Man a nod of confirmation.

"Good work. Gather a couple soldiers and take Thor and Iron Man along with you. Keep your symbiotes hidden until you report to Fury. Then take the base," he commanded. "You'll know what to do after that."

Black Widow, Thor, and Iron Man all bowed down before Spidey, their symbiotes retracting and blending into their costumes and armor.

"You're will shall be done, our lord," they said in unison.

"Oh, and try not to kill anyone, okay? I need as many slaves as I can muster. Bring the great Nick Fury to me, though: unturned and alive."

***

The dropship co-pilot immediately spotted the red smoke and informed the pilot. As they approached, they could see the fire-fight taking place upon the rooftop between Black Widow, Iron Man, Thor, a handful of soldiers, and the symbiote invaders scrambling up the sides of the building. The dropship hovered above the rooftop for a few seconds, allowing Black Widow and the soldiers to board. The dropship flew away with Iron Man and Thor soaring at its sides, just in time before the entire rooftop was swarmed.

Five minutes later, the dropship landed on the landing space of the make-shift base. Black Widow and her team were escorted to processing.

"I have the authorization to bypass processing, soldier," Black Widow said to the officer at the station. The officer checked his files on the computer.

"Indeed you do, ma'am. Proceed to Colonel Fury for debriefing," saluted the soldier. Widow looked back at her team, and they all nodded in confirmation. She continued through the door down the hall to the command center.

"Right, let's start with you then, Thor. Please step up to the scanner," announced the officer. Thor stepped up to the standing scanner, which rotated around his entire body. The officer watched his computer screen carefully. Immediately the emergency lights lit up and the sirens screamed as the computer detected an alien presence on Thor. The officer looked up to watch the symbiote engulf Thor and smile wickedly at him. The officer reached down to activate the sonic pulse emitters, but the button was destroyed by a repulsor blast from the symbiotic Iron Man. The turned soldiers tackled the officer to the ground and began to turn him into their new brother.

Iron Man and Thor made short work of the guards, and then signaled to the new soldiers to spread the infection.

***

Nick Fury looked to one of his base communications officers as the sirens and lights began their alarm.

"Colonel Fury, there's a situation at Processing Station Alpha! Thor was detected to be infected with a symbiote, and Black Widow's team is attacking the personnel," yelled the officer.

"Damn it, it's a trap," Fury growled. The door leading into the command center burst open and in walked Black Widow, guns blazing and slowly transforming into a symbiote. The guards were the first to fall, crippled but not dead. Fury retrieved a rifle from a fallen soldier and took the initiative. He was quickly forced to find cover, and continued his fire fight with Black Widow. After a few minutes of battle, all went silent. Fury struggled to calm himself so he could hear past his heavy breathing. Nothing.

He decided to take a peek above the table, and almost met face-to-face with Mjolnir. His cover was thrown across the room, but Fury acted quickly with several bursts into Thor's chest, a move that proved futile. He should have known better: Thor is a god, so bullets are just a minor annoyance, and on top of that the symbiote would never allow its powerful host to be harmed. Thor simply smiled that crazed, toothy symbiote smile, and swung Mjolnir hard enough to disarm Fury and break his arm. Fury fell backwards, howling in pain, and found Black Widow's gun barrel pressed against the side of his head.

"Colonel Fury you are under arrest for malicious intent against the king of the new world order, Spider-Man," she said.

"This is treason, Natasha! Don't do this," said Fury.

"You shall realize where true power lies soon," said Black Widow. She then smacked Fury in the back of the head with her gun, knocking him unconscious.

***

Fury awoke in the dark, slimy court of the symbiote king. His vision was blurry at first, but he began to recognize the human-like forms of his captors as he fully came-to. He attempted to move, but realized that his body below his neck was cocooned in symbiotic binds. Fury did not flinch when Spider-Man dropped right before him, slowly rising.

"If it isn't the great Nick Fury, head of the world's most powerful military force and peace-keeping organization," Spider-Man sneered. "I know exactly what you're thinking, and I'm asking myself the same question. What are the chances that the lowly, wall-crawling freak-of-nature Peter Parker would be on the interrogation side and the strong, resourceful Colonel Nick Fury would be the one in the hot seat? Oh wait, that's right! Peter Parker is no more; all that's left is the re-empowered Spider-Man with an ever-adapting army at his command."

"Parker, despite the fact that you are breaking hundreds of international laws, I must say you have really grown a pair in the last few days, and I'm going to relish kicking them the moment I get out of this crap," laughed Fury.

"But why would you want to leave? You have the best seat in the house," Spidey joked. He stepped aside to allow Fury to see a flat screen television materialize behind the symbiotic webbing on the wall across from Fury. The TV turned onto channel 7, showing a live news report.

"The origin of this invasion is rumored to be on Manhattan Island. Authorities have refused to release any information on the invaders, instructing citizens to evacuate to the nearest S.H.I.E.L.D. Quarantine Facility," the anchorman reported. "For those tuning in, there are multiple reports of an invasion originating from New York City. Several eye witnesses report that the invaders resemble that of the convicted supervillains known as Venom and Carnage. All attempts by S.H.I.E.L.D. to contain the invasion have been in vain, and the invasion has reached the borders of the Mid-Eastern United States. Many superheroes and vigilantes have been reported 'Missing in Action', several of which include key members of the Avengers. There have also been reports that many of the invaders are in fact the missing superheroes, vigilantes, and some convicted supervillains. No statement from the President has been issued, and it is believed that Washington D.C. has been overrun by the invaders. We are now going over to Julie Auburn with news on the front-line, Julie."

The video switches over to a brown-haired, blushed reporter speaking into the camera from inside a helicopter. "John, the situation is declining further by the minute. The authorities are in a full retreat as the swarm of invaders continues to grow exponentially and advance across the continent—oh my god, do you see that?" The camera pans over to a view of a military blockade on a highway overpass just as a large horde of symbiotes flood the soldiers. As the reporter screams, the entire helicopter shakes by the impact of a swarm of Vultureling symbiotes. The camera shakes violently as the helicopter spirals to the ground, alarms wailing, people screaming, and the symbiotes screeching and clawing at the cameraman. Then the video cut out.

"You see, the symbiotes are unstoppable once they begin to spread," said Spidey. "I estimate that by the end of the day, my army shall have control of the entire North American continent. And before this week is over, I shall reign over the entire planet. All shall submit to my will or die. You shall be witness to the downfall of humanity, and the rise of the symbiote race!"

"The Spider-Man I knew would never allow such a dangerous species as the symbiotes to take over. You are no hero!"

"When all is done and you are dead, I shall become the hero," said Spidey. His tone suddenly changed, "When it is all over, I will eat your brains. Mmm, hahahah!"


	4. Chapter 4

Chapter 4

Venom of the Scorpion

Mac Gargan presses his face up against the bars of his cell in the Maximum Security Prison, Ryker's Island, to listen to all the commotion from the guards. Sounds like another riot, but a riot without the Scorpion? That's just a pillow fight! The next sentence a passing guard said made him doubt that this was a riot.

"Call for back-up! The intruders have taken over C-Block!" Mac's mind started racing. Could that bug, Spider-Man, really have broken into Ryker's for a second time within two days? What other pipsqueak villain could he possibly be breaking out this time, Stilt Man? Mac only got a brief glimpse of Spider-Punk when he broke out the Tinkerer and Rhino yesterday, and that was just enough to refuel Mac's hatred for the bug.

Anxious to wrap his fists around that puny neck of Spidey's, Mac called out in a fit of fury: "SPIDER-MAN! COME OPEN THIS CELL SO I CAN KILL YOU! SPIDER-MAN!"

A slither near the toilet went unnoticed as Mac cried in rage. Venom finally found its suitable host.

"SPIDER-MAN, WHERE ARE YOU? SPIDER-MAN…!" Mac cut himself short with his threats as he noticed the black goo begin to engulf him. "What the—? Get offah me!" The bonding process was quick and painful, but Mac didn't struggle for too long. Then a voice spoke to him.

"Oh, Mac, you have no idea how _long_ I've been looking for a host with your level of hatred."

"Who are you? What have you done to me?" yelled Mac.

"I'm not too fond of this shabby little room we're in," hissed the voice inside his head. "How about we talk—free from judging eyes and confinement."

"No cigar, chump! I couldn't break out with my bear hands."

"How about trying it with _our_ hands?" Mac examined his new hands: large, black, and clawed with a sing white patch on the back of both of his palms. Mac did as the voice suggested, tearing the lead bar door off its track and tossing it like a tissue.

"Bitchin'!" Mac's smile is translated into the toothy grin of Venom. One of the guards notices Mac standing in the torn threshold of the cell, his face going white with fear.

"I got one of the black ones at Gargan's cell! I need back up," the guard yelled into his walkie-talkie. Mac acted upon instinct, leaning forward as the symbiote head grew, extended, and chomped the guard in half. Mac chewed for a few seconds and swallowed, expecting to feel like he was going to throw up. Nothing but bestial pleasure came from the experience.

"Hmm, that was rather…tasty!" both the symbiote and Mac said in one voice. Looking past the gory remains of the guard, Mac saw a group of more guards, hesitant in terror at what they had just witnessed.

"Heh, boo." Uncharacteristically, the guards scrambled away from the threat. "Awe, what? No one wants to play with Mac anymore? No more daily beatings?"

Mac threw his arm towards several guards, projecting several strands of webbing to catch and ensnare them. With only half a tug, Mac sent the guards flying into a concrete wall, pulverizing their bones. Again, Mac throws out his arm, this time to only catch one fleeing guard and pulled him to the monster.

"Where do you keep inmate articles? Tell me, and I won't eat you," smiled Mac.

"D-D-D-D-D-Block, S-S-S-S-S-S-Store Room 8," stuttered the horrified guard.

"Thanks, Pal!" Mac lifted the guard above his head and snapped him halfway down his spine, discarding the guard like a limp fish.

"Oh, yes! You are definitely worthy to be called Venom," hissed the voice.

"Venom? Isn't that what that jerk Brock called himself? I knew this costume seemed familiar," said Mac. "Did you and Brock have a lover's quarrel?"

"Let's just say he went soft," hissed the voice again. "No, we are Venom now!"

"Yeah, hey, that sounds pretty nice," said Mac as he ripped the store room door off its hinges. After a few moments of searching, Mac finds what he is looking for. "But what is the venom without its Scorpion?"

Mac steps into his old Scorpion suit and the symbiote engulfs it as well, forming a Venom-Scorpion hybrid.

"Ah, feels so good to be back in this, and even better with Venom," Mac sighed. "Now, let's kick some Spider-Wuss ass!"

Remembering what the one guard said, the new Venom web-zipped to C-Block. Mac did not come face-to-face with Spider-Man, though, nor any of his minions. Mac watched as blood-red symbiotes overran the guards and infect the helpless inmates.

"Scorpion! Long time no see, pal," said a ghastly, familiar voice. Mac turned to see Carnage smiling above him with two suit-crafted axes in his hands. "You would be one of the least likely to join Spider-Man's ranks, wouldn't you? I'm _so_ disappointed!"

"Who said we're on that bug's side," roared Venom, turning to meet Carnage in battle. "You of all people should know _we_ despise Spider-Man!" Venom's tail struck at Carnage like lightning, but he was already gone. Carnage reappeared in a flash behind Venom, tossing both axes at him.

"Venom! I sensed your presence here," cackled Carnage. "What happened to Brock? Did you two divorce? I run away from home for only a couple years, and that finally tears you two apart?"

"Enough chit-chat," growled Venom as his tail swiped at Carnage. "Eddie was weak, so Venom bonded with me. Got a problem with that?"

"No, no! Of course not," Carnage laughed, "just gives me that much better of a chance when I'm up against a noob!"

Venom and Carnage's battle levels several jail cells, killing many inmates and guards. From the onlooker, it seems like an even battle. But Venom knew Carnage was right: Mac felt himself tiring from the fast-paced action, and his movement was becoming sluggish. Carnage backed off, laughing at himself.

"Why am I wasting my time over a noob like you when I have an army at my disposal?" Carnage cackled. "So boring. Fly, my pretties! Fly!"

The Carnagelings all stopped their attack on the guards and inmates and immediately leapt towards Venom, screeching with jagged, toothy jaws. Mac was able to hold several of them off, but he knew he couldn't win against the horde _and_ take on Carnage. As much as he hated it, Venom made a tactical retreat, escaping from the prison, jumping into the freezing water and making his way to Manhattan Island.

Carnage laughed maniacally in the night. "See you soon, noob!"


	5. Chapter 5

Chapter 5

Red

Black Cat reclined in her throne chair as she stared into the T.V. screen, grinning in pleasure as she watched the world fall into the clutches of the symbiotes. She was happy now that her beau took a keen interest in Black Cat and conquering the world for the star cross'd lovers. Spider-Man's flirts through conquest and offerings of slaves to Black Cat excited her. She looked to the prisoner of war, Nick Fury, and studied his growing rage at his own helplessness.

"Delicious, absolutely delicious! Such a fun little situation; the great and powerful Nick Fury, fearless leader of the greatest military force in the world, powerless and subject to the whims of Spidey and myself," she said. She stood and approached Fury, stroking his face with her clawed hands. "I have no idea what my _husband_ has planned for you. Quite honestly, I think he's just stunned that he was able to subdue you so effortlessly. No matter, you will no longer hinder our progression!"

Fury shrugged away Black Cat's hand. "S.H.I.E.L.D. has dealt with bigger fish than the symbiotes. We will prevail, and the moment I'm free, I'm coming down on both you and Parker, hard and without a shred of mercy!" The symbiotic essence restraining Fury wrapped around his mouth, gagging him.

"Yeah, yeah, it's not like I haven't heard that threat before," Black Cat mocked Fury. Ms. Marvel entered the throne room and bowed before Black Cat.

"My Queen, as per your request we have located and captured the 'Red Riding Hood'," she reported.

"Purr-fect," purred Black Cat. She turned to Nick Fury and grinned. "I'll be back, darling. Just have a little loose end to tie up before I can fully win Spidey's heart." She followed Ms. Marvel out of the throne room.

***

Patrick "Pat" Mulligan faded in-and-out of consciousness for the past few days. He never knew being forcefully separated from his symbiote could feel this horrible, and the daily punishments for refusing to side with Spider-Man added to the blinding pain. Pat was subjected to force symbioses with Venom spawn, only to be rejected by the spawn itself. The process was like having Toxin ripped from his skin over and over again. Even if Pat finally gave in and accepted his fate, Spider-Man would never be able to replace toxin with one of his own drones.

Pat was awoken by the conversation between Black Cat and Nick Fury in the floor above him through a few cracks in the ceiling. Then he heard another woman's voice reporting the discovery of a "Red Riding Hood". When Black Cat mentioned tying loose ends and winning Spider-Man's heart, he could only think of one person they could be talking about: Mary Jane Watson. At that moment Pat realized that he had to escape to warn and protect her, but there was no way he could break his bonds and escape without assistance. Pat concentrated, sensing Toxin not too far from his cell. The symbiote was trapped as well, suffering from the torture from the other symbiotes.

Then Pat heard footsteps approach his cell door. In came a symbiotic Tinkerer with a few assistants, one holding a jar.

"Good evening, Patrick. Time once again to test your resilience to our influence," hissed the Tinkerer. Tinkerer retrieved the jar from his assistant and opened it. "I've been working on this special spawn all night, and I believe it will be the key to swaying a tainted soul such as yours."

Tinkerer tilted the jar above Pat's head, and its contents spilled upon his head. The spawn stretched out over Pat's body. Pat pretended to struggle, but sublimely gave into the symbiote. The process was complete, and the symbiotic bonds that held Pat to the wall gave way to his new strength. Pat grabbed the Tinkerer by the throat and tossed him into his assistants, webbing them to the floor. He proceeded down the hallway towards his distressed companion. Pat burst through the door, neutralizing the guards and torturers. Pat heard the familiar voice in his head as he approached Toxin.

"Oh, I see how it is! You've come to tell me that you have abandoned me for this cheap copy of Granddad? You sadistic bastard," Toxin mocked. Pat ripped away at Toxin's restraints, setting the symbiote free.

"Shut up and hop on! I can't stand wearing black, it's too emo, too goth for me. I like the red and blue much better," said Pat.

"I knew it, you're finally warming up to me, aren't you," teased Toxin. Pat ripped off the spawn and Toxin engulfed his partner. "Oh, baby, don't ever leave me again!"

Symbiotes began to swarm the hallway; the Tinkerer must have alerted them. "Not the time for jokes, kid," said Pat as he stood erect for battle.

"So, what's the plan?" asked Toxin.

"Run like a little bitch, find Mary Jane, and get her to safety," yelled Pat as he plowed through the horde. Crashing through a window, Toxin spun a web and escaped from the new symbiote fortress.

***

"Get your slimy hands off of me! Let go," screamed Mary Jane. The Electrolings dragged her to the symbiotic Electro, who awaited the arrival of Ms. Marvel and his Queen. The other prisoners the symbiotes had taken during the sneak attack were immediately turned into Electrolings, leaving only Mary Jane unturned. Electro turned to Mary Jane with that horrifying smile.

"Spider-Man may be my King, but I still can't help but be a bit rebellious against him. Old habits, you know," he said. "That's why I'm giving you to Queen Black Cat. Though we both have opposite feelings towards the wall crawler, we know that you hold a pivotal part in Spider-Man's heart. If it were my choice, I would kill you in front of the bug to pain him. But my guess is Black Cat intends to snuff you quietly and without Spider-Man's notice."

"Correct, my electrifying servant." Black Cat fell from an adjacent building with Ms. Marvel flying ahead. "And I understand your animosity towards my love, but remember who you serve, and how powerful we have become."

"Felicia, can't say it's a pleasure to see you again," said Mary Jane. "You know the saying, 'Third time's a charm'? You might want to stick to it, considering your theme, 'cause there's no way you're taking me alive!"

"Well, you see, Electro was right: we both don't intend on you living and ruining the grand plan," Black Cat smirked. "You see, you're going to disappear. Like, forever. Sooner or later, Spidey will forget all about you and will finally give all his heart to me."

"In your dreams, bitch!" Mary Jane kneed one of her captors and elbowed the other, then made a break for it. Electro gave her a paralyzing shock, which caused MJ to tumble to a halt. Black Cat swiped her clawed hand into Electro's face, bringing him to the ground.

"You fool! She is mine alone to hurt! Touch her again and I will personally shred you into cat litter," screeched Black Cat, whose grim cowl covered her head and hissed at Electro. She then turned and paced towards Mary Jane, who lay on the floor, her muscles shaking in spasms from the electrical shock. Black Cat kneeled on top of MJ, pulled her head up by her hair, and pulled her arm back, ready to slash MJ's throat with her claws. The symbiote smiled its toothy grin.

"Rest in peace, you red-headed slut," said Black Cat. Before she could finish the act, Toxin swung in, kicking Black Cat off of MJ and across the street into a building. Mary Jane regained control of her body, attempting to come to her feet. Toxin landed beside her and helped stabilized MJ.

"T-toxin? How did you--?"

"Escape?" Toxin finished for her. "You can't imagine how easy it was to control one of the Venom-spawn once it finally accepted me. These idiots thought they could control me if they put one of their own symbiotes on me, but once you've already bonded with the first symbiote, there's no way you can replace the connection."

Black Cat suddenly burst from the rubble, screeching in an ear-aching tone. She tackled Toxin, clawing at his chest and ripping through the symbiote.

"You jerk! This is the last time I let you live!" she screamed. Toxin kicked her off of him and brought himself back up to a standing position. Black Cat landed on all fours and screeched again.

"There's no way I'm going to let you near Mary Jane! Even if it costs me my life," said Toxin, valiantly. Electro appeared above him in a lightning flash, hands charged with electric bolts.

"Toxin, above you!" screamed MJ. Before Electro could cast his lightning, white tentacles grabbed him and slammed him to the ground, burning away at his symbiote as Electro screeched.

"Thought you two could use some help, and I just happened to be in this part of the neighborhood," said the Anti-Venom. "I'll take care of these guys; you take Mary Jane and run!"

In Toxin's moment of hesitation, Black Cat attacked Toxin again with primal fury. "There's no way you're taking her from me," she screeched. "Die now!"

Anti-Venom and Toxin teamed up against Black Cat and Electro, avoiding the electrical ammunition from the surrounding Electrolings. Ground-shaking blows were dealt, claws and teeth flying everywhere. Electro got the upper hand and paralyzed Anti-Venom, and just as he was about to deal the final blow, Toxin disengaged from his battle with Black Cat and knocked Electro from the sky. That moment was all Black Cat needed. She pounced towards Mary Jane, who dodged a little too late. Black Cat's claws dug deep into Mary Jane's side, causing her to scream in agony while blood gushed from her wounds.

"Mary Jane!" yelled Toxin and Anti-Venom. Black Cat pushed her claws deeper into her, Mary Jane screaming until she finally passed out from the blinding pain. Black Cat pulled her hand out, letting MJ collapse onto the pavement, her ruby-red blood pooling around her. Anti-Venom's tentacles pierced Black Cat's symbiote, burning it away. She screeched and made a full retreat.

"She is dead! Kill the rest, Ms. Marvel!" she screeched as she retreated. Ms. Marvel, Electro, and the symbiote horde charged the heroes.

"Toxin, get Mary Jane and run," yelled Ant-Venom.

Toxin did not hesitate this time. He quickly collected Mary Jane's limp and bleeding body, used his symbiote to strap her to his back, and all three made their escape.


	6. Chapter 6

Chapter 6

Spawn

Black Cat watched in triumph as her enemies retreated with Mary Jane on the brink of death. She had waited for this day for a long time; now there was no one between her and her lover's heart. Together they could rule the world as King and Queen…no, as husband and wife!

"I did it," she said, excitement growing. "I killed Mary Jane Watson! The girl next door no more! Ha ha ha ha!"

"My Queen," said Ms. Marvel, approaching her from above. "The King approaches. I suggest collecting yourself right now!"

Felicia abandoned her accomplishment almost immediately. "Right, of course! Ms. Marvel, you shall be my personal task manager for your services. Your first assignment is to make sure _no one_ says a word about Mary Jane Watson. Use any means necessary, understood?"

Ms. Marvel bows before Black Cat and turns to greet Spider-Man and his troupe with a gracious bow. Moon Knight, Iron Man, and a host of symbiotes accompany their king.

"Felicia, darling, what a pleasant surprise. Tell me, what are you doing all the way out here?" Spidey asks.

"Nothing of too much importance, really," she answers. "A little birdie told me Daredevil and a group of rogues were spotted out here causing mayhem. I thought I would handle the situation myself, as not to distract you from leading our conquest."

Spider-Man hesitated before speaking for only a moment. "If I knew you better, I would almost say you were lying to me," he pointed to her. Black Cat was quick to react and approached him, dropping all her defenses.

"Oh honey, how could you say such hurtful things?" Felicia whimpered, wrapping her arms around his neck. "Aren't lovers supposed to trust each other?" Felicia kisses Spidey tenderly, his symbiote retracting from his mouth on queue.

"I suppose you're right," said Peter. "I guess if we're going to be King and Queen, we have to learn to trust each other. So I trust you, my love."

"Mmm, that's good to hear," Felicia cooed. "So what's my Spidey-widey doing all the way out here? I'd think you would be busy taking over the world."

"My Queen," bowed Iron Man, "the rogue named Toxin has escaped. Mulligan was able to temporarily succumb to one of our spawn but remain in control long enough to retrieve his symbiote and run."

"This means that any being that was once or still is under the influence of a symbiote can't be controlled by a copy spawn of another symbiote," Peter explained.

"Well, isn't this good news? Doesn't this mean that only people who had symbiotes before the invasion aren't controllable? We can just kill them and the problem is solved," said Felicia.

"Actually, it's a bigger problem than before," said Spidey. "I've received a disturbing report from the remnants of the Ryker Island raid party. It seems our old friend Carnage has learned how to copy his symbiote as well and is building his own army. That means that we won't be able to control hosts of a Carnage spawn if we attempt to turn them."

"So, it's a race now," whispered Black Cat, clearly sharing Spidey's concern. "'Who can build the biggest army the fastest?'"

"Hopefully it won't have to be that way," Parker said. "I've noticed that there is a huge difference between the symbiote spawn and the original symbiote, a difference that may mean we could turn Carnagelings into our slaves. The Tinkerer may not have the know-how to accomplish what we need, but he hypothesizes, as do I, that if we can turn a list of scientists he has provided, we may be able to win the rat race."

"Great! I can already guess that the list includes Reed Richards?"

"Him, and a few other recognizable names. But there is one of immediate concern. Vulture has warned me that Carnage is making his way to the Vault, a prison for superhumans in the Colorado Rocky Mountains, at a faster pace than our own forces. Carnage seems focused on turning superhumans more than normal humans, as seen in his attack on Ryker's. Unfortunately, one of the most important scientists on our list is being held at the Vault. Hopefully Carnage hasn't had the same idea as us, but it's still imperative we turn this guy before Carnage can."

"And who is our damsel in distress?" asked Black Cat.

"Dr. Otto Octavious, a.k.a. Doctor Octopus."

Toxin and Anti-Venom took refuge in a pawn shop after running from the horde for five minutes. Eddie cleared a space on the counter for Pat to place the cold, pale body of Mary Jane. Her shirt was almost fully soaked and dripping with blood by the time they arrived, and her heartbeat was faint and quickly failing.

"Brock, she's dying! We need to find a doctor, fast! She's already lost most of her blood," yelled the panicked Toxin.

"I wish I could help her, but my new powers are limited to killing symbiotes and removing poisons from the body," said Eddie. "Earlier I had rounded up some survivors from the invasion and hid them in an abandoned subway tunnel. A couple of the citizens are doctors, but the hideout is too far away. We would never make it in time."

Pat retracted his cowl to inspect Mary Jane with his own eyes. He put his ear to her mouth and listened for her whisper of a breath. He thought as hard as he could. "I got it! A symbiote can heal its host, right?"

"Oh no," Anti-Venom said gravely. "I'm reformed. It's only because of the situation we're in that I'm allowing you to keep your symbiote, otherwise I would kill each and every symbiote on the planet. They're a cancer, not a blessing!"

"I know you despise the symbiotes, but allow another symbiote to live just this one time! For Mary Jane's sake!" Anti-Venom growled, but then sighed in defeat.

"Very well. For Mary Jane. Just let it be known that this is not for Parker, not after what he did to me, and especially not for what he has become," he said. "But I strongly advise not using a Venom spawn. Superhumans may be able to avoid the influence of the original symbiote for a while, but Mary Jane is not a superhuman."

"I know, I know," said Toxin. "But if Venom and Spider-Man can do it, why can't I?"

"I see your point, but don't get any funny ideas," warned Brock. "Just this one time."

"Don't worry, I myself like to keep the population of symbiotes countable on one hand, if any at all." Toxin placed his hands above Mary Jane's wound and concentrated for the life of him. The symbiote began to pump like blood veins around his hands, and Pat felt the strangest pain shared by the spawning symbiote. Toxin screeched in agony until at last part of the symbiote tore itself off and into Mary Jane's wound. Anti-Venom caught Pat as he fell back, dazed from the incredible pain.

Both men watched as the new Toxin spawn covered Mary Jane's body and got to work on repairing its new, dying host's injury. The symbiote color remained the same as its original, but rearranged the patterns into a new, unique one. Mary Jane's face remained free of the symbiote and began to regain its color. She suddenly awoke with a large gasp for air, coughing in a fit. Brock and Mulligan reached out to support her as she tried sitting up. After coughing into her hand, she opened her eyes, which immediately went wide with fear.

"Oh my god," she whispered in a coarse voice. "What…what happened…why is there…?"

"Miss Watson, please don't panic," said Toxin. "We had no other choice. You were dying, and there wasn't enough time to find a doctor, so desperate measures were taken…"

"You put a symbiote on me," Mary Jane yelled. Another fit of coughs interrupted her rant.

"Don't worry," Brock reassured her, "the symbiote has replaced all of the blood you lost, and you may be feeling like you're about to drown. It's just the symbiote doing its job of healing you, and if you wait a few moments you will feel better."

"I don't want the symbiote to _heal_ me," Mary Jane said angrily and began to try to tear the symbiote from her body. "I want this parasite off me! The symbiotes destroy life, and I would rather die than be a host!"

"Mary Jane, please! Don't fight it," said Toxin.

"MJ, please don't," said Brock. Mary Jane stared at him, surprised by the way he talked to her. "I understand your hatred towards the symbiotes. It may be the one thing we have in common now, but understand that you are too important to let die."

Mary Jane's eyes filled with tears and she began to sob. "Why? Why am I so important? Why couldn't you just let me die? Why did you have to put this…thing on me?"

Eddie motioned to put a hand on her shoulder, but immediately remembered what his faux symbiote could do to a normal symbiote and returned it to his side. Pat helped Eddie by embracing her, his cowl still retracted.

"You're important because in the end, you may be the only one who can stop Parker," said Eddie. "I know that you can convince Parker to abandon his symbiote and stop the invasion."

"But I tried," she sobbed. "I tried warning him, he knew what would happen if he allowed that thing back into his life! But Black Cat…he still loves her, and she got him, and now…and now…."

"He loves you more than anyone in the universe," said Brock. Toxin could tell he was really straining to say all this. "And though I think he doesn't deserve to love, or even to live, that doesn't change the way he looks at you! I can see it in his eyes."

Mary Jane looked at Brock, thinking heavily about his words. Never had he been so comforting to her after their history, and what he said could be true. She loved Peter more than anyone in the universe, too. Maybe there is hope for him.

"Fine," she said. "But when this is all over…"

"I know. I'll kill it myself," said Brock.

"I never knew you were so concerned about Peter and me," Mary Jane chuckled.

"With Venom, our hate towards you and Parker were doubled. But don't be fooled, I still blame Parker for ruining my life, and now for ever bringing Venom into my life. I'm only setting aside our differences until this war is won."

Suddenly all three of them went silent in hesitation as the distant screeches of a symbiote horde echoed through the streets.

"I have a feeling this is going to be a long war," said Toxin. The same thought ran through Eddie and MJ's heads. They all looked at each other, nodded in agreement, and exited the pawn shop, bound for safety.


End file.
